UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 3, 2026
(Exact name of registrant as specified in its charter)
| Washington | 000-51300 | 91-1040022 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 4001 204th Street SW, Lynnwood, WA 98036 |
| (Address of principal executive offices, including zip code) |
Registrant’s telephone number, including area code: (425) 551-1500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange | ||
| Common Stock | ZUMZ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the shareholders of the Company voted on three proposals. The proposals are described in detail in the Company’s 2026 Proxy Statement, which was filed with the Securities and Exchange Commission on April 24, 2026. The final results for the votes regarding each proposal are set forth below.
Proposal Number One: Shareholders elected Thomas D. Campion, Liliana Gil Valletta and Carmen R. Bauza as directors to each serve a three-year term until the 2029 Annual Meeting of Shareholders. The results of the vote were as follows:
| Nominee |
For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Thomas D. Campion |
13,486,121 | 495,840 | 46,954 | 448,171 | ||||||||||||
| Liliana Gil Valletta |
13,509,217 | 114,716 | 404,982 | 448,171 | ||||||||||||
| Carmen R. Bauza |
13,571,083 | 398,850 | 58,982 | 448,171 | ||||||||||||
Proposal Number Two: Shareholders approved an advisory, non-binding, vote on executive compensation. The results of the vote were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 13,819,292 | 144,510 | 65,113 | 448,171 |
Proposal Number Three: Shareholders ratified the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2027. The results of the vote were as follows:
| For |
Against |
Abstain | ||
| 14,315,725 | 104,744 | 56,617 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ZUMIEZ INC. | ||||||
| Dated: June 5, 2026 | By: | /s/ Chris Visser | ||||
| Chris K. Visser | ||||||
| Chief Legal Officer & Secretary | ||||||